CONVERTIBLE NOTES |
12 Months Ended |
|---|---|
May 31, 2026 | |
| Convertible Notes | |
| CONVERTIBLE NOTES | NOTE 5 - CONVERTIBLE NOTES
During the period from June 1, 2025, through May 31, 2026, the Company issued and sold thirteen convertible notes to private investors as follows:
1. 7/09/2025 in the principal amount of $200,000; 2. 8/06/2025 in the principal amount of $100,000; 3. 7/22/2025 in the principal amount of $25,000; 4. 7/29/2025 in the principal amount of $10,000; 5. 9/5/2025 in the principal amount of $100,000; 6. 9/15/2025 in the principal amount of $50,000; 7. 10/6/2025 in the principal amount of $10,000; 8. 10/10/2025 in the principal amount of $50,000; 9. 10/29/2025 in the principal amount of $250,000; 10. 11/14/2025 in the principal amount of $25,000; 11. 12/09/2025 in the principal amount of $100,000; 12. 3/06/2026 in the principal amount of $300,000; and 13. 4/01/2026 in the principal amount of $50,000.
The Company agreed to issue to each of these investors as inducement restricted shares of the Company’s common stock resulting in the issuance of 13,290,000 shares of common stock. The discount arose from the warrants being issued in conjunction with the debt, with the value being amortized over the term of the debt. These notes are convertible beginning 180 days after issuance at a fixed conversion price of $0.50 per share. None of the notes were converted at the year ended May 31, 2026.
The Total of Convertible Notes was $1,635,000 and $650,000 at May 31, 2026, and May 31, 2025, respectively.
Subsequent to the year ended May 31, 2026, the Company issued to two investors three separate Convertible Notes in the aggregate principal amount of $750,000. See Note 7-Subsequent Events, below with respect to: (i) the issuances to the two investors of the $750,000 in Convertible Notes; (ii) the conversion by these investors of the total principal of $2,050,000 on all of their Convertible Notes plus total accrued interest of $131,569 into 4,363,137 shares of common stock; and (iii) the total principal of $335,000 on all outstanding Convertible Notes as of September 2, 2026.
The Convertible Notes bear interest at 10% per annum, are due nine (9) months from the Issue Date and are convertible into shares of common stock at a conversion price of $0.50 per share.
The Company recorded interest expense of $158,813 and $22,030 for the year ending May 31, 2026, and May 31, 2025, respectively.
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